Exhibit
      10.1


    

      PURCHASE
        AND SALE AGREEMENT

      


      by
        and between

      


      Atlas
        America, LLC

      


      and

      


      Miller
        Petroleum, Inc.

      


      This
        PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective as of June 11, 2008
        (the “Effective Date”) and is by and between Atlas America, LLC, a Delaware
        limited liability company with offices at 1550 Coraopolis Heights Road, Moon
        Township, PA 15108 (“Atlas”) and Miller Petroleum, Inc., a Tennessee corporation
        with offices at 3651 Baker Highway, Huntsville TN 37756 (“Miller”).

      


      1.    Assignment
        of Leases and Wells.

      


      (a) On
        June
        12, 2008 (the “Closing Date”), at 9:00 AM Eastern Time, or at such other time as
        the parties may agree, Atlas and Miller shall close the transactions described
        in this Article 1 (the “Closing”). The parties contemplate closing this
        transaction by transmitting documents and funds electronically, except with
        respect to documents to be recorded of record, which documents will be prepared
        and notarized at the offices of Stansberry, Petroff, Marcum & Blakley, P.C.,
        Attorneys at Law, 3 Courthouse Square, Huntsville, Tennessee 37756 or at
        such
        other place as the parties may agree.

      


      (b)(i) Except
        as
        described in Exhibit A-1 (Schedule of Leases Being Assigned) and Exhibit
        B
        (Exceptions) (each of which exhibits are attached to and incorporated into
        this
        Agreement), at the Closing Miller shall assign to Atlas, in the form of
        assignment attached to this Agreement as Schedule 1: (A) an unencumbered,
        undivided 100% working interest and an 80% net revenue interest (“NRI”) in and
        to the oil and gas leases comprising 27,620 acres known as Koppers North
        and
        Koppers South and located in Campbell County, Tennessee; and (B) an
        unencumbered, undivided 100% working interest and an 82.5% NRI (net of a
        5%
        overriding royalty interest to Miller) in and to the oil and gas leases
        comprising of 1,952 acres adjacent to Koppers North and Koppers South and
        located in Campbell County, Tennessee (together with the leases described
        in
        Section 1(b)(i)(A) above, the “Leases”). 

      


      (ii) Notwithstanding
        the assignment of the Leases described in Section 1(b) above, Miller shall
        retain for itself and not assign to Atlas the following 12 wells as to depths
        from the surface down to and to the bottom of the shallower of (i) the Monteagle
        (Big Lime); or (ii) the deepest producing formation completed with respect
        to
        each such well as of the Effective Date: Well Nos. 6A, 7A, 9B, 10B, 18B,
        20B,
        22B, 23B, 26B, 27B, 28B and 32B as listed in Exhibit A-1 (each a “Retained
        Well”), which is attached to and made a part of this Agreement, together with
        title to the well heads and all associated equipment associated with the
        Retained Wells, and a 40-acre square centered
        on each Retained Well and all lease rights associated with same.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (c) As
        consideration for the Leases, Atlas shall, at the Closing, deposit by electronic
        funds transfer $19,000,000 in the Escrow Account, as that term is described
        in
        that certain Escrow Agreement by and among Atlas, Miller, Wind City Oil &
Gas, LLC (“Wind City”) and Citizens Bank of Pennsylvania entered into as of June
        10, 2008 (the “Escrow Agreement”). Subject to the limitations described in
        Section 1(e) below, upon the conveyance of recordable assignments of the
        Leases
        from Wind Mill Oil and Gas, LLC, (Wind Mill),Wind City and/or Wind City Oil
        & Gas Management, LLC (WCOG) (which assignments shall include all leases
        previously assigned by Miller to Wind Mill, Wind City or WCOG (together the
        “Wind Entities”), all wells and equipment associated with those leases, all
        pipeline rights and rights of way, all contract rights, all other equipment,
        property or real property rights of any kind associated with the aforedescribed
        assets in a form reasonably acceptable to Atlas (the “Wind Assignments”), and
        upon the filing of record in Campbell County, Tennessee by Atlas of the Wind
        Assignments and the assignments from Miller to Atlas of the Leases, Atlas,
        Miller shall, and Wind City has agreed that it will, direct the escrow agent
        to
        deposit by electronic transfer: (i) $10,600,000 into an account designated
        by
        the Wind Entities pursuant to instructions received from the Wind Entities;
        and
        (ii) $9,025,000 into an account designated by Miller pursuant to instructions
        from Miller. If as a result of any
        litigation of certain claims that CNX Gas Company, LLC may assert against
        Miller
        with regard to the validity of Miller’s assignment of the Leases to Atlas (the
“Litigation”), Atlas is required to reassign the Leases, then Atlas shall
        reassign the Leases and the Wells and Miller shall pay Atlas $19,625,000.
        

      


      (d) At
        the
        Closing, Miller shall assign to Atlas, in the form of assignment attached
        to
        this Agreement as Schedule 1, an unencumbered, undivided 100% working interest
        and an 80% NRI in eight existing drilled, but not completed oil and gas wells
        on
        Koppers South (the “Wells”). The Wells are described in Attachment B to Schedule
        1. Miller shall have the option to repurchase the Wells within one year from
        the
        Closing Date or within 30 days after the pipeline to be built by Atlas has
        been
        completed and is ready to accept gas for transport.

      


      (e) Atlas
        shall undertake to record the assignments of the Leases within 24 hours of
        the
        Closing, and shall endeavor to accomplish the same as soon as reasonably
        possible after the Closing within that 24-hour period, provided that nothing
        has
        been filed of record at any time during the seven-day period before the
        Effective Date that would inhibit Miller’s ability to transfer good and
        marketable title to the Leases and provided there is no order of any court
        or
        other legal impediment to Atlas actually filing the Leases of record in Campbell
        County, Tennessee. If there has been a filing of record within the seven-day
        period prior to the Effective Date or if there is an order of court or other
        legal impediment to Atlas actually filing the Leases of record in Campbell
        County, Tennessee, then Atlas and Miller shall, and Wind City has agreed
        to
        direct the escrow agent to release the funds from the Escrow Account to Atlas
        and this Agreement and all agreements referenced in this Agreement shall
        terminate forthwith. 

      


      2.    Right
        to Participate.

      


      (a) Atlas
        hereby grants to Miller the right to participate in up to ten wells to be
        drilled on the leasehold acreage subject to the Leases (the “Acreage”) at up to
        a 25% working interest (at cost and with no obligation to participate in
        promotion expenditures). 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b) Atlas
        will provide Miller with notice of its intent to drill a well on the Acreage
        at
        least 30 days in advance of spudding the well, which notice will include
        the
        location of the proposed well and Atlas’s estimate of the cost to complete it
        (“Notice to Drill).

      


      (c) If
        Miller
        chooses to participate, it shall deliver notice (the “Participation Notice”) to
        Atlas within 25 days of receiving the applicable Notice to Drill, which
        Participation Notice will include the working interest percentage, up to
        25%, at
        which Miller will participate for that well. Miller shall wire funds, in
        accordance with instructions contained in the Participation Notice, sufficient
        to pay for Miller’s pro rata share (based on the working interest percentage
        selected by Miller) of the estimated cost described in the Notice to Drill
        before or upon delivering the Participation Notice. If Atlas fails to spud
        the
        well within 60 days of the anticipated spud date, then Atlas shall refund
        Miller’s contribution. If Miller fails to timely deliver a Participation Notice,
        together with the required funding contribution, then Miller will be deemed
        to
        have elected not to participate in that well.

      


      (d) Atlas
        shall be the operator with respect to all wells drilled on the
        Acreage.

      


      3.    Drilling
        Contract, Pre-Payment, and Lien.

      


      (a) At
        the
        Closing, the parties shall enter into a two-year drilling contract, in the
        in
        the form of drilling contract attached to this Agreement as Schedule 3(a),
        providing for the use of up to two drilling rigs (the “Drilling Contract”). The
        Drilling Contract will, among other things, provide for payment $23.50 per
        linear foot and a fuel surcharge for fuel costs exceeding $3.50 per gallon.
        

      


      (b) Atlas
        shall pay Miller $500,000, as pre-payment under the Drilling Contract for
        drilling services, when Miller demonstrates to Atlas’s reasonable satisfaction
        that Miller has title to a complete RD20 drilling rig and associated equipment
        or upon the parties reaching an agreement pursuant to which the $500,000
        will be
        used only to acquire a drilling rig and associated equipment to be agreed
        upon
        by the parties, at which time the Exhibit A referenced in the Security Agreement
        will be added to the Security Agreement. 

      


      (c) Miller
        hereby grants to Atlas a valid first priority lien on any drilling rig and
        associated equipment acquired by Miller as described in Section 3(b) above,
        which lien shall be released by Atlas upon Miller completing the performance
        of
        and delivering reporting invoices to Atlas amounting to $500,000 pursuant
        to the
        Drilling Contract, provided that amount is not subject to good faith dispute
        by
        Atlas. As a condition precedent to the Atlas payment obligation described
        in
        this Section, the Leases will have been recorded in accordance with Section
        1(e)
        above and Miller will have executed a security agreement in the form of security
        agreement attached to this Agreement as Schedule 3(c).

      


      (d) For
        two
        years after the Closing Date, Atlas shall grant Miller the opportunity to
        bid on
        any other drilling or service work that Atlas bids out in
        Tennessee.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.    Atlas
        Volunteer Pipeline.

      


      (a) At
        the
        Closing, the parties shall enter into a natural gas transportation agreement
        in
        the form of natural gas transportation agreement attached to this Agreement
        as
        Schedule 4(a), which agreement will provide Miller access to the Atlas Volunteer
        Pipeline, to the extent that capacity is available, on substantially the
        same
        terms as those offered to other producers delivering into the system, which
        include a transportation fee of $0.55 per mcf (subject to annual COPAS
        adjustment) plus each producer’s pro rata share of the cost of compression.


      


      (b) At
        the
        Closing, the parties shall enter into a natural gas processing agreement
        in the
        form of natural gas processing agreement attached to this Agreement as Schedule
        4(b), pursuant to which Atlas will provide gas processing services to Miller
        on
        substantially the same terms as those services are provided to other producers
        delivering gas into the Atlas Volunteer Pipeline and deliver back to Miller
        gas
        with a heating value of 1,100 Btus per cubic foot.

      


      5.    Condition
        Precedent.

      


      (a) The
        rights and obligations of the parties under this Agreement are contingent
        upon
        Miller and the Wind Entities entering into mutual and comprehensive releases
        amongst themselves and on behalf of their respective officers, directors,
        members, and agents, which release results in an unencumbered assignment
        of the
        Leases from the Wind Entities to Miller.

      


      6.    Miller
        Representations and Warranties. 

      


      (a) As
        of the
        Closing Date, Miller represents and warrants that:

       

      (i) Except
        as
        noted herein it
        will
        have good and marketable title in and to the interests in the Leases and
        Wells
        to be conveyed to Atlas pursuant to Article 1 of this Agreement and that
        it will
        not in any manner, directly or indirectly, by contract or otherwise, have
        encumbered, conveyed, or otherwise transferred any such rights to any third
        party or taken any other action inconsistent with performing its obligations
        pursuant to this Agreement.

       

      (ii)  As
        of the
        Effective Date, entering into this Agreement will not cause Miller to be
        in
        default or breach of any other agreement with any of its affiliates or any
        of
        its or their directors, officers, employees, or agents, or with any third
        party.
        The parties are aware of an action filed by CNX on June 11, 2008 in the Chancery
        Court for Campbell County, Tennessee. Miller is of the information and belief
        that the claims of breach of contract are groundless but makes no warranty
        as to
        the outcome of that action.

       

      (iii) As
        of the
        Effective Date, all action required by Miller’s bylaws and any other governing
        documents, including any required resolutions of its board of directors,
        has
        been taken as may be required for Miller to perform all of its obligations
        under
        this Agreement and to authorize the officer executing this Agreement on behalf
        of Miller to legally obligate and bind Miller to perform its obligations
        pursuant to this Agreement.

       

      (iv) As
        of the
        Effective Date and as of the Closing Date, no consent, approval, order or
        authorization of, or registration, qualification, designation, declaration
        or
        filing with, any governmental authority is required on the part of Miller
        or any
        of its affiliates in connection with the execution and delivery by Miller
        of
        this Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (v) The
        execution, delivery, and performance of this Agreement will not, with or
        without
        the giving of notice or the lapse of time, or both, (A) violate any provision
        of
        law to which Miller is subject or (B) violate any order, judgment or decree
        applicable to Miller.

       

      (vi) No
        promise, agreement, statement or representation that is not expressly set
        forth
        in this Agreement or in any other written, executed agreement between the
        parties or their respective affiliates has been made to Miller by Atlas,
        any
        affiliate of Atlas or any Atlas affiliate, counsel or agent with respect
        to the
        terms of Agreement, and Miller is not relying upon any such promise, agreement,
        statement, or representation by Atlas or any Atlas affiliate, counsel or
        agent.


       

      (b) Miller
        shall indemnify,
        defend, and hold harmless Atlas, its affiliates, and their respective directors,
        officers, members, employees, agents and other representatives (each an “Atlas
        Indemnitee”) from and against any loss, liability and expense (including taxes,
        penalties, judgments, fines, amounts paid or to be paid in settlement, costs
        of
        investigation and preparation, and fees, expenses and disbursements of
        attorneys) incurred or suffered by any Atlas Indemnitee in so far as such
        loss,
        liability or expense arises out of or is based upon the breach of any
        representation or warranty set forth in this Article.

       

      7.    Atlas
        Representations and Warranties.

       

      (a) Atlas
        represents and warrants that:

       

      (i) As
        of the
        Effective Date, entering into this Agreement will not cause Atlas to be in
        default or breach of any other agreement with any of its affiliates, or any
        of
        its or their directors, officers, employees, or agents, or with any third
        party.

       

      (ii) As
        of the
        Effective Date, all action required by Atlas’s operating agreement and any other
        governing documents, including any required resolutions of its board of
        directors, has been taken as may be required for Atlas to perform all of
        its
        obligations under this Agreement and to authorize the officer executing this
        Agreement on behalf of Atlas to legally obligate and bind Atlas to perform
        its
        obligations pursuant to this Agreement.

       

      (iii) As
        of the
        Effective Date and as of the Closing Date, no consent, approval, order or
        authorization of, or registration, qualification, designation, declaration
        or
        filing with, any governmental authority is required on the part of Atlas
        or any
        of its affiliates in connection with the execution and delivery by Atlas
        of this
        Agreement.

       

      (iv) The
        execution, delivery, and performance of this Agreement will not, with or
        without
        the giving of notice or the lapse of time, or both, (i) violate any provision
        of
        law to which Atlas is subject or (ii) violate any order, judgment or decree
        applicable to Atlas.

       

      (v) No
        promise, agreement, statement or representation that is not expressly set
        forth
        in this Agreement or in any other written, executed agreement between the
        parties or their respective affiliates has been made to Atlas by Miller,
        any
        affiliate of Miller or any Miller affiliate, counsel or agent with respect
        to
        the terms of Agreement, and Atlas is not relying upon any such promise,
        agreement, statement, or representation by Miller or any Miller affiliate,
        counsel or agent. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (vi) Atlas
        shall indemnify,
        defend, and hold harmless Miller, its affiliates, and their respective
        directors, officers, members, employees, agents and other representatives
        (each
        a “Miller Indemnitee”) from and against any loss, liability and expense
        (including taxes, penalties, judgments, fines, amounts paid or to be paid
        in
        settlement, costs of investigation and preparation, and fees, expenses and
        disbursements of attorneys) incurred or suffered by any Miller Indemnitee
        in so
        far as such loss, liability or expense arises out of or is based upon the
        breach
        of any representation or warranty set forth in this Article.

       

      8.    Miscellaneous

      


      (a) Neither
        party may assign its rights or obligations without the written approval of
        the
        other, which approval shall not be unreasonably withheld.

      


      (b) This
        Agreement will be governed by the laws of Tennessee, without giving effect
        to
        the choice of laws principles of any jurisdiction. 

      


      (c) The
        failure of a party to demand strict performance of the terms of, or to exercise
        any right conferred in, this Agreement will not be construed as a waiver
        or
        relinquishment of its right to assert or rely upon any such term or right
        in the
        future, or consent to any continuing or subsequent failure or
        breach.

      


      (d) If
        any provision, or any part or portion of any provision of this Agreement
        becomes
        or is declared unlawful, invalid, void or otherwise unenforceable, the rights
        and obligations of the parties will be reduced only as much as is required
        to
        remove the unenforceability. The balance of this Agreement will remain in
        effect.

      


      (e) Neither
        completion of their respective obligations nor any termination or cancellation
        of this Agreement will be deemed to relieve either party of any obligations
        that
        by their nature survive termination of this Agreement, including but not
        limited
        to all representations, warranties and indemnity obligations.

      


      (f)  Article
        and paragraph headings contained in this Agreement are inserted for convenience
        and are not intended to affect any interpretation or construction of this
        Agreement). 

      


      (g)  Any
        notices, documents, or information required or permitted to be given or
        furnished under the terms of this Agreement will be deemed to have been received
        upon receipt, if the notice is delivered to the applicable party representative
        at the address or fax number referenced below by certified U.S. Mail, return
        receipt requested, overnight courier, or fax. A party may change its
        representative designated to receive notices and the applicable address and
        fax
        information by providing notice of that change to the other party.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	ATLAS 	MILLER
	 	 	 
	 	
                Atlas
                  America, LLC 

                Westpoint
                  Corporate Center One 

                1550
                  Coraopolis Heights Road  

                P.O.
                  Box 611 

                Moon
                  Township, PA 15108 

                Attn:
                  Vice Preside-t - Land

                 

                Phone:
                  (412) 262-2830 

                Fax:
                  (412) 262-2820   

              	
                Miller Petroleum, Inc.

                Attn: Deloy Miller, CEO

                3651 Baker Highway

                Huntsville, TN 37756

                 

                Phone: 423-663-9457

                Fax:
                  423-663-9461  

              


      

       

      (h) This
        instrument may be executed in more than one counterpart, but all counterparts
        will constitute one and the same agreement.

      


      (i) Any
        dispute between the parties that arises in connection with this Agreement,
        will
        be resolved by binding arbitration conducted in Pittsburgh, Pennsylvania.
        Except
        as provided in this Section, all disputes will be subject to the Commercial
        Dispute Resolution Rules of the American Arbitration Association (“AAA”). The
        parties may agree on an arbitrator, but if such agreement has not been reached
        within 20 days of the filing of any claim for arbitration pursuant to this
        Section, either party may request that the AAA appoint an arbitrator. Any
        arbitrator appointed by the AAA must have substantial experience in the oil
        and
        gas industry with respect to natural gas exploration and production. The
        non-prevailing party shall pay all of the costs of the arbitration including
        the
        arbitrator’s fees, any fees paid to any arbitration forum, and the prevailing
        party’s costs, including its reasonable attorneys’ fees. 

      


      (j) Except
        with respect to the assignments and other agreements to be entered into at
        Closing pursuant to this Agreement, this Agreement supercedes and replaces
        all
        previous or contemporaneous written or oral agreements between the parties.
        No
        amendment to this Agreement will be effective unless it is in writing and
        signed
        by the partiesk) This
        Agreement shall expire on June 19, 2008.

      


      (k) The
        parties agree to keep the terms of this Agreement and all proprietary documents
        and other information exchanged in connection with its negotiation confidential,
        except as they may be required to be disclosed by law or regulation. This
        requirement will not apply to information that is of record or otherwise
        in the
        public domain or to information already in a party’s possession from a third
        party.

      


      [Signed
        on the next page]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties have caused their duly authorized representatives
        to execute this Agreement as of the Effective Date.

      


      Atlas
        America, LLC

      


      


      By:
        _________________________________________

      


      Print
        Name: __________________________________

      


      Print
        Title: ___________________________________

      


      Miller
        Petroleum, Inc.

      


      


      By:
        _________________________________________

      


      Print
        Name: __________________________________

      


      Print
        Title: ___________________________________

      


      [Signature
        Page to Purchase and Sale Agreement]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A-1

       

      Schedule
        of Leases Being Assigned

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A-2

       

      Exhibit
        of Lease with a Purchase Option

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B

       

      Exceptions

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        1

       

      Form
        of Assignment

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        3(a)

       

      Form
        of Drilling Contract

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        3(c)

       

      Form
        of Security Agreement

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        4(a)

       

      Form
        of Transportation Agreement

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        4(b)

       

      Form
        of Processing Agreement